UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 30, 2020
Commission File Number 001-33666
ARCHROCK, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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74-3204509 |
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(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
9807 Katy Freeway, Suite 100, Houston, TX 77024
(Address of principal executive offices, zip code)
(281) 836-8000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
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Common stock, $0.01 par value per share |
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AROC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On April 30, 2020, the Board of Directors (the “Board”) of Archrock, Inc. (“Archrock,” the “Company,” “us,” or “our”) adopted Amendment No. 1 to the Third Amended and Restated Bylaws of Archrock, Inc. (the “Amendment”), effective immediately. The Amendment amends the bylaws as follows:
Article I, Section 1.9(A)(2) has been amended to update the advance notice and related procedural and disclosure requirements by which a stockholder may propose business in connection with an annual meeting of stockholders. Under these amended provisions, we must receive written notice of a stockholder proposal or director nomination to be brought before the 2021 Annual Meeting of Stockholders on or after October 18, 2020 and no later than November 17, 2020 for that proposal or nomination to be considered timely.
Article X has been added to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
This choice of forum provision may limit a stockholder’s ability to bring certain claims in a judicial forum that it finds favorable for disputes with the Company, which may discourage lawsuits with respect to such claims, although the Company’s stockholders will not be deemed to have waived the Company’s compliance with federal securities laws and the rules and regulations thereunder. The choice of forum may be beneficial to us by allowing the consolidation of multi-jurisdiction litigation and providing efficiencies in managing the procedural aspects of securities litigation.
The foregoing description of the Amendment is qualified in its entirety by reference to Amendment No. 1 to the Third Amended and Restated Bylaws of Archrock, Inc., which is filed as Exhibit 3.1 hereto and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2020 Annual Meeting of Stockholders was held on April 30, 2020 (the "Annual Meeting"). At the Annual Meeting, the following matters, set forth in our proxy statement filed with the Securities and Exchange Commission on March 17, 2020, were voted upon with the results indicated below.
Proposal 1: Election of Directors
Our stockholders elected the following directors to serve until the next annual meeting of our stockholders or until their successors are duly elected and qualified.
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Directors |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Anne-Marie N. Ainsworth |
130,479,244 |
2,376,521 |
10,395,582 |
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Wendell R. Brooks |
130,901,003 |
1,954,762 |
10,395,582 |
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D. Bradley Childers |
130,365,212 |
2,490,553 |
10,395,582 |
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Gordon T. Hall |
127,770,060 |
5,085,705 |
10,395,582 |
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Frances Powell Hawes |
130,878,656 |
1,977,109 |
10,395,582 |
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Jeffery D. Hildebrand |
130,455,729 |
2,400,036 |
10,395,582 |
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J.W.G. Honeybourne |
128,451,670 |
4,404,095 |
10,395,582 |
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James H. Lytal |
129,993,013 |
2,862,752 |
10,395,582 |
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Edmund P. Segner, III |
131,318,803 |
1,536,962 |
10,395,582 |
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Proposal 2: Ratification of Independent Registered Public Accounting Firm
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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140,238,294 |
2,953,186 |
59,867 |
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Proposal 3: Approval of the Adoption of the 2020 Stock Incentive Plan
Our stockholders approved the adoption of the 2020 Stock Incentive Plan, the terms of which were disclosed in our proxy statement.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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126,832,503 |
5,916,842 |
106,420 |
10,395,582 |
Proposal 4: Advisory Vote on Executive Compensation
Our stockholders approved, by a non-binding advisory vote, the compensation provided to our Named Executive Officers for 2019, as disclosed in our proxy statement.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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124,289,444 |
8,440,399 |
125,922 |
10,395,582 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1Amendment No. 1 to Third Amended and Restated Bylaws of Archrock, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARCHROCK, INC. |
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By: |
/s/ Stephanie C. Hildebrandt |
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Stephanie C. Hildebrandt |
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Senior Vice President, General Counsel and
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May 5, 2020 |
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Exhibit 3.1
AMENDMENT NO. 1 TO
THIRD AMENDED AND RESTATED BYLAWS
OF
ARCHROCK, INC.
a Delaware Corporation
Date of Adoption: April 30, 2020
This Amendment No. 1 (this “Amendment No. 1”) to the Third Amended and Restated Bylaws (as amended, the “Bylaws”) of Archrock, Inc., a Delaware corporation (the “Company”), is hereby adopted by the board of directors of the Company (the “Board”). Capitalized terms used but not defined herein are used as defined in the Bylaws.
WHEREAS, the Board desires to amend the Bylaws in order to (i) provide for exclusive forum jurisdiction for certain federal securities litigation and (ii) adjust the notice requirements for stockholder proposals made pursuant to Section 1.9 of the Bylaws; and
WHEREAS, acting pursuant to the power and authority granted to it under Article Seven of the Company’s Certificate of Incorporation and Article IX of the Bylaws, a majority of the Board has approved this Amendment No. 1.
NOW THEREFORE, the Board does hereby amend the Bylaws as follows:
1.The second sentence of Section 1.9(A)(2) is hereby amended and restated in its entirety as follows:
To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 120 or more than 150 days prior to the first anniversary (the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 130 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation.
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Exhibit 3.1
2.A new Article X is added and provides as follows:
ARTICLE X
FORUM FOR ADJUDICATION OF DISPUTES
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article X.
3. Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.
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